Bebe Lessons
by robert3A-SN
Summary: Close friends Bebe, Butters and Wendy are college freshmen, with Butters in love with Bebe. But he's nervous about being intimate with her- which leaves Wendy to help ease his nerves in a series of special lessons. Wendy/Butters and Butters/Bebe action.


Biting her tongue was not something Wendy Testaburger prided herself on doing. But she had to restrain herself a little bit when her best friend showed off her new ring. Otherwise, her squealing would have disturbed the entire café they were in, and Bebe Stevens was already on the verge of doing that herself.

Yet somehow, their squeals weren't heard by everyone within a mile radius, especially since their hugs helped cover them up a bit. And they also helped cover up the squeals of Bebe's fiancée as well.

After Wendy finished her congratulatory hug to Bebe, she turned to said fiancée, but didn't make her move towards him as quickly. It was a more reflective look that they shared, since this was the culmination of something that had happened almost two years ago. Something that was still only shared by them and would have to stay that way forever. But although Bebe could never know about it, they knew that it was done for her benefit, even if she wouldn't think of it like that if she ever found out.

Yet they had stayed silent for this long, and so there was nothing out of the ordinary when Wendy moved to more quietly hug Butters Stotch.

It was just over a year and a half ago that Wendy had to hug him just to calm him down. This current hug was taking place during summer break of their junior years in college. But the more unstable hug took place during winter break after their first semester in college. At the time, Wendy was just starting out in Harvard, while both Bebe and Butters were attending college closer to South Park.

That winter break was the first time Wendy saw any of her old friends since leaving for her Ivy League life. Given the work that entailed, and how she and Stan had reluctantly agreed towards a final breakup before she left, talking to her old South Park friends wasn't a top priority for a while. But the heartbreak of having to part with Stan, and the workload that was rough even for her, made her more nostalgic for the old days again. It was still too soon to face Stan again, but she could at least spend time with her two best friends once more.

Bebe was her best friend almost from birth, but Butters' friendship came more out of nowhere. Yet when Wendy finally actually noticed the hardships he was going through, both in and out of school, she took him under her wing. Over time, it became less about pity and wanting to swoop in and save something, and more about actual friendship. But as Butters became part of Wendy's friend circle, she knew that Bebe getting along with him would be very important.

By the time she left for Harvard, Bebe and Butters were rock solid friends as well, which made Wendy relieved that at least one pair of friends would face college together. Wendy would miss them, yet she didn't think that going to college on her own without anyone from South Park would be so bad. After all, getting out of that town had been a goal for years, so if it was that easy to leave her home behind, getting by without the people in it shouldn't have been difficult.

But by the end of the semester, she almost looked forward to seeing Bebe and Butters as much as her final exams- which was quite a significant sign that she missed them. As such, when she finally got to see them, it was a perfect day of catching up. At least until she and Butters got to her room and Butters started crying.

Comforting Butters while he was crying was common for Wendy back in the day. Although it hadn't happened for a while for various reasons, she got herself right back in the habit. Normally, she would have to do it when Cartman got him into trouble, or when his parents punished him for stuff that wasn't really trouble. She knew how to guide him through those problems- but he now had one that was outside of her comfort zone.

He was crying because he was a bundle of nerves for realizing he was in love with Bebe. And without Wendy, he had no one to talk to about it and ask for advice. Now that he could talk about it, he was nervous, scared and overwhelmed all over again. But when Butters finally dried his eyes, Wendy still needed some clarity.

"I don't know, Butters…..I love Bebe and I've never cried over liking her before. Of course I never liked her that way, despite those not so thinly veiled fanfics that Kenny wrote about 'Candy and Maeby.'"

"Those were you two? Oh geez, I'm so sorry, I swear that boner was an accident!"

Before Wendy could begin to ask for clarity on that, or even want to, she changed the subject back. "So what about your attraction to the real Bebe? Are you afraid she won't like you back, because I think you underestimate her. She won't be ashamed to be your girlfriend, she's not that superficial anymore….not if she wants to avoid nagging lectures from her best friend."

"It's not that, not yet. What if she's not ashamed to be….intimate with me? What do I do then?"

"Well, be intimate with her, then. You're lucky you're being nervous about it around me, and not one of the dozens of guys who'd kill for a shot like that," Wendy pointed out.

"I'm not dozens of guys, I'm just me! I'm just little old whimpy Butters who's nervous about kissing and touching and bushes and anal play and semen samples and all that other sex stuff Kenny and Eric keep talking about! Sure, I felt up Paris Hilton and pimped out girls for kisses, but I didn't know what I was doing then! But I gotta know what I'm doing for Bebe, and if I don't, then she _will _be ashamed of me!"

"No she won't, she'd understand if you want to take it slow," Wendy assured.

"But part of me doesn't want to! I wanna kiss and play with Bebe in that way just like anyone else! I know that makes me sexist and sick and naughty and all those other things you hate about boys, but that naughty Butters is still in there! But that naughty Butters is just as nervous and scared about doing it wrong as regular Butters!"

"Tell both of them that it's okay, it's natural to feel that way. I know about unnatural ways for guys to feel nervous, believe me," Wendy reminded. "But Bebe will be patient with you, I know it. She always is."

"I don't want her to have to be patient…..I want her to be satisfied to be with me. I know, I know, I know just being with me will be satisfying enough if she loves me, maybe you're right. And maybe you're right that she won't compare me to other boys she's kissed and been with, because she didn't like them like she likes me."

"I didn't actually say that, but if that helps you believe it more, then go ahead," Wendy quipped.

"But I don't want her to make excuses like that. She deserves to be swept off her feet with kissing and….stuff that isn't just kissing….right off the bat. I know I'll be too nervous to kiss her at first, and too nervous to do all that other stuff if we get to it. Even if I do it anyway, I'll never get the hang of it at first! I want the first time we do romantic and…..not-just-kissing stuff to be special and perfect! Even if she think it's perfect because I'm there….that just makes me want to make it even better for someone that great even more. But I'm just not that talented and I never will be…."

On some level, Wendy was still puzzled that Butters would still be overwhelmed- especially since he admitted that Bebe wouldn't care about him being clumsy at romance. But Butters always thought outside the box like that, as he didn't just want to kiss Bebe and slam into her like most other boys. He wanted to go all out and make it the absolute most romantic and sexy experience imaginable for both of them, even though it was out of his comfort zone and unlike him. Or at least unlike what many thought of him.

For all of the gay jokes Cartman and others made over the years, and how much everyone thought he liked to cross dress just because he did it once eight years ago, Butters was in fact straight and could desire girls as much as anyone. But with his sensitive soul and nerve-wracked upbringing, he didn't know how to express that in the best way yet, and would panic until he got it just right for Bebe. When Wendy thought about it, it really would be a shame if that happened and became a major obstacle for them, since they really would be good together.

They were her best friends, and it warmed her heart that they could be there for each other in college when she couldn't be with any of them. She didn't regret going to Harvard, but she had worried more and more that she might have been too eager to put her old life behind her. If it meant putting friends like Bebe and Butters behind her like that, Wendy wanted no part of it.

Now she really wished there was a way she could have helped Butters through this weeks ago, instead of burying herself in books more than usual. After he had been carrying around these fears for so long- maybe even long before Wendy left for college- of course he would let them fester without having anyone reliable to share them with. She owed him her very best advice and friendship now…..for both him and Bebe.

Maybe that thought of Bebe should have stopped Wendy from her next move. Maybe a lot of things should have. But in that sudden desire to think of something big to calm Butters' fears down, a big idea came into her head. She was used to getting big ideas, and usually took longer to work them out. But it popped into her so suddenly, she wanted to do it quick before she lost her nerve.

Butters wasn't shaking at the moment, so this would be as good a time as any. If there was a good time to kiss the lips of a friend who was in love with another friend. Or to kiss them for a good five seconds, or hold his shoulders so that he couldn't pull away.

When it was over, she explained what did make it a good time. "There….I kissed you, and you didn't collapse or faint or anything. If you can survive that when it came out of nowhere and from someone else, you can stand it when someone you love does it while you're ready. So you see, it won't be anything to get nervous about."

It sounded a little more polished in her head, but it would have to do as a final draft. Since Butters seemed to be too paralyzed to say much, she wasn't sure if this was a good or bad endorsement of her thesis. "But, but, but…." was all he could keep repeating.

Wendy hoped he would say a little more before she started to regret this, wonder if she hurt her friend even more, and what it said about her post-Stan mindset if she did kiss another guy like this, even if it was just to prove a point. Inwardly, she started to prepare for a whole night of doubt, self-loathing and other neurotic thoughts.

"But I wasn't ready…." Butters finally said in his first complete sentence.

"I'm sorry?" Wendy asked, although she halfway meant it as a statement and not a question of what he meant, just to cover her bases.

"I mean, if Bebe kisses me, I'm gonna have to kiss her back if I don't go into a coma! That helped me see that I can stay conscious if a gorgeous girl kisses me, but that was about it. I still got other things to worry about here."

It was a logical nitpick, as Wendy could admit she didn't think that far ahead. But logically, it was something that could be corrected….despite how crazy it sounded. Doing it just that one time was wrong on many levels, and it didn't make Butters feel any better. Yet if he was saying it right, modifying her approach to let him take part might just do something…..

No, that couldn't be logical. This was her best friend's…..actually, her best friend's nothing yet, since they weren't together. But they might as well be, especially since Wendy was trying to get them there. She wanted them to do all that special stuff Butters was talking about together…..yet if he was this nervous about making it special, it might not be special and then who knows what could happen? Who knows what could happen that she wouldn't be able to help with if it happened during a Harvard semester? They could work it out on their own, of course, but how much avoidable nonsense would they have to go through first?

Who knows how much a setback would make Butters too nervous to go forward and break both their hearts…..and how much it would hurt Wendy if there wasn't something she could have done to stop it before it started.

And now that she was starting to justify it in her head, she could move on to take in how Butters had called her gorgeous. He probably didn't meant anything by it, since he was rambling a bit- but even in his rambling, he was able to praise her looks like that. More than a few boys called her that and more sexist things, yet it….meant more when it was as genuine as Butters made it sound. Probably because he meant it more deeply since he was that unique.

He really was one of the dearest friends imaginable….and if he could show that as fully as he wanted to towards Bebe, then Bebe would be swept over the moon for the rest of her life. If Wendy could help do that…..she would be a horrible best friend if she didn't let her best friend's future boyfriend kiss her! But first she had to get him ready this time.

"If….if you were ready for it, do you think you could perform?" Wendy asked quietly.

"Ready for what?" Butters asked naively, since enough time and new worries had gone by for him to forget what she might be referring to. Once she sat closer to him, however, he remembered again. "Oh…..but, but wait, I….I just said it's different with you!"

"I know…..but if you learn how to do it with me, you'll be more equipped to do it with Bebe. You'll still be nervous, but with….more experience beforehand to rely on, you'll get by it faster and do one better when it's with someone you love like Bebe."

"So….it'll be easier to practice on someone I don't love?" Wendy nodded, since this was as good a rationalization as any. "But, but wait a minute, I love you too, Wendy! Just as my best friend and not in a Bebe way, but still! Won't that make it real hard?"

That made Wendy want to get started then and there, yet he still needed a well reasoned argument or two to get going. "If it's hard, we can stop. I won't do anything to make you feel nervous or scared, you know that. But if you are able to kiss the other person you love…..then being with the No. 1 person you love will be much easier to navigate. You can call this a practice for that, then….and it's not like you had a better idea before now." Wendy really hoped that ending didn't sound as harsh as she feared it would.

"No….nope, I had nothing. At least this is something…..but, but are you sure it'll work like that?"

"There's only one way to know for sure….."

Wendy steeled herself, reminding her brain that Bebe wasn't with Butters yet, and she was not with Stan anymore, so there were no major ethical boundaries to stop this. That got her far enough to press her lips to Butters' again.

After kissing them once, remembering what it was like to kiss anyone again, and feeling how soft his lips were compared to Stan's slightly rougher ones, those earlier concerns were brushed aside. They would be waiting for her when she finished, but right now she would let her concerns about Butters enjoying this and learning that he could kiss well take over.

Yet after a few more short kisses, Butters was still remaining still. "It's okay….you can do it too, that's the point," Wendy assured in a more quiet voice than she'd used during the night. Now she remained still and waited for Butters to make the first move, which he finally did with a brief, tentative peck. It wasn't much, but it signaled that she could get back to work and he would join her soon enough.

She adapted to Butters' slower pace as he tried to break himself into the making out habit. But ever so slowly, he was beginning to press just a little more against her lips. With that, Wendy cuddled closer to him and cupped a hand on his cheek to guide him deeper, while beginning to glide her lips over him so he could fully feel them. This garnered a bit of a moan from Butters for the first time, and after a few seconds, he started to glide his lips back an inch at a time.

Wendy started to make their relatively quick kisses a little longer, and just a little bit faster. Butters moaned a bit more into her lips as their movements became a little more intense. In fact, as Butters increased his passion and moved his hands onto her back, Wendy groaned a bit for the first time as well. She then opened her eyes to see how Butters' face was holding up, only to see him opening them to see her as well.

After looking right into her eyes for a few seconds, Butters seemed to become emboldened as a hand moved up into her hair, which made him give another passionate groan of approval. So Wendy closed her eyes again and guided them to lie on the bed on their sides, as this turned into a full on make out session.

Wendy finally felt bold enough to inch her tongue against the back of her lips, and then to poke the tip of it against his. Her hand remained on his face so that he couldn't pull away in shock, so he stayed still and tried to keep kissing while her tongue started to get between their lips. But finally, his mouth opened slightly and allowed Wendy to start navigating her way through it.

For the next few minutes, Butters did struggle to keep up with Wendy's tongue movements, and his hands seemed to not know what to do after they got up her back and into her hair. Yet this was a first time for him, and he was already showing potential. That was the bare minimum that they could settle on, so Wendy finally broke off this session for good after licking his tongue slowly.

Wendy knew the proper protocol for a lot of social situations and private ones, but this one tested her diplomacy. She didn't know what the right thing to say to break the ice would be, and how Butters would take it- if he could still speak.

"So was that good enough to work for Bebe?" Butters asked to prove that he could talk. Part of Wendy wondered what it said about her kissing style that he was asking about Bebe first. Yet this was in fact about getting him warmed up for her- and the gaze into her eyes did prove that her moves had an effect on him.

"Be honest, please, don't sugarcoat it or do anything else sugary! This is the one and only time I don't want sugar on nothing!" Wendy sat herself up as she thought about the best non-sugary way to review what happened.

"Honestly…..you showed a lot of promise. You were still clumsy on a few things, but you have a lot of potential. You were gentle, you touched my hair just right, and you really appreciated my lips. I think that's a good start that Bebe would love to help you perfect."

"Oh, well that's real good! But…..but that's only one thing…..I know there's more to kissing and love stuff than that. I made some progress with kissing, but there's a bunch of other bed techniques I won't know how to handle, and that'll mean more than the kissing later on!" Butters then briefly looked at Wendy, yet it was just long enough for her to get what he was start to think of. If it didn't, then his sudden jump out of the bed and nervous scolding did it for her.

"No, no, bad Butters! You already need to scrub your brain with soap and q-tips, and those sick thoughts aren't helping! That's a bad Butters, mister!" He smacked his own wrist to scold himself, but it really wasn't that hard of a blow. "Now that hurt me more than that hurt you, you pervert!"

"Butters…..did you want to practice going….all the way with me?" Wendy carefully asked.

"No, no, no, I swear! And if I did, I literally beat myself up for it, so you don't gotta punch me in the eye for being sick that hard! You already helped me feel easier about nervous, I'll learn how to do that other stuff from Kenny's porno or the Internet or Eric's mom's videos!"

"Butters, there are far _far _better things to help you figure that stuff out."

"But I only thought of you being that better thing for a second, and that's all, okay?" Butters anxiously pressed. "I really can learn by myself or with other stuff, even if I'm not that good at first! I know Bebe probably won't care…..I can learn to give her the best time ever later."

If Wendy didn't know how bad Butters was at being sneaky, she'd have thought he was using reverse psychology. He was at least using it well unconsciously and undercutting his own case for dropping the idea. It was an idea that probably didn't need oblivious reverse psychology to be undercut- but that argument was undercut just by Wendy still thinking about it….

She already rationalized kissing him regularly and it did work out well for him. He might still be nervous and awkward about kissing Bebe in the future, yet he now knew he could get through it, do well and perfect the rest later. What if it would be the same with all the other intimate things he might have to do? And no one knew Bebe's favorite intimate things better than Wendy, in spite of all the time she tried to block out her sex stories during sleepovers.

She was certainly a better potential teacher for him than Kenny or the Cartmans or anyone else that would rip on him and try to make him look foolish, and make Bebe look foolish by extension. And since he was a virgin and she was certainly clean, especially in these last several sexless months….

"Wendy? Are you erasing your short term memory now?" Butters asked when he saw her deep in thought.

"No, not exactly….Butters, why did you even think of….expanding our practices in the first place? Don't put any sugar on it now."

"But I didn't, you….." Butters finally sighed and closed his eyes in preparation for being smacked around. "I thought since you were so good at that practice kissing, and the smartest girl in the world, you'd know how to teach me in those other sexy things too. But you're too much of a feminist and a proud woman to know that sick stuff, I know!"

"Stuff like getting naked, touching private parts, kissing and suckling them, and then officially going all the way?" Wendy asked, as Butters intense blush was enough of an answer. "I don't obsess over that stuff like some people, but I do know all about it. And I used to do it regularly. So don't think of me as an uptight prude about sex, like Kenny or Cartman might…..I just like to show off my knowledge of it for only the right people."

"Oh, like Stan!" Butters brightened up at actually getting the point.

"Yes, like he…..used to be. Maybe he might be again someday, I don't know…..but there are no other real contenders. In fact, the only boy I would trust with my first hand knowledge…..someone who wouldn't take advantage of it or go overboard…..might be you."

"That's silly, I don't have any knowledge to go overboard with!"

"Not yet, you don't…..but there could be ways to fix that," Wendy pondered, as she started to look at this from a practical perspective. "We've got an entire winter's break…..that should be more than enough time to go over everything if we have the right schedule." Now that she could treat it as like an academic exercise as well, it was melting away Wendy's last defenses easier.

"Schedule? Wendy, what are you trying to schedule?"

"If you really want to pleasure Bebe like you want, you have to learn all the best techniques first hand, with a trusted teacher. And other than Bebe, who do you trust more than me?"

"No one….but wait, that doesn't mean I wanna do sex stuff with my teacher, I'm not Ike!"

"No, you're Butters, and you're smarter than Ike."

"Huh? I've never heard that before in my life…."

"You're smart for a few reasons. One, you're going to do things with girls your age. Second, I can tell you love Bebe so much that even if you get intimate with me, it won't change your feelings. You'll still love me as a friend and will still only want to get close to Bebe when our lessons are over. And you're not doing this to be a macho sex God for your own ego…..you're doing this so you can make Bebe truly feel like the luckiest girl on Earth when you get together. I want her to feel that way too, and no one can do that better than you. That's why I love you enough to do these lessons with, and why I love her enough to want you to ace them for her."

"You love us that much?" Butters said in awe.

"I do….but it doesn't matter what I feel. What about you? Would you feel comfortable doing this with me even though I'm not Bebe?"

"Well, I, uh, I mean…..well, you're my best friend and someone I trust and the next sexiest woman I know, but…." Once more, Butters' rambling while being nervous had accidentally given him reasons not to be so nervous. When he stopped rambling, he gazed at her in deep thought, and then actually seemed to be….checking her out as best as he could.

"Well…..I guess we could talk about what kind of schedule this would be and go from there…..there's nothing wrong with talking yet." And there wasn't.

Now that Wendy could plan this out and Butters was starting to come on board, they could work together to do this just right. They couldn't spend every night practicing over winter break, since Bebe would get suspicious and wonder why they were doing things without her. Wendy calculated that they could get away with spending 12 out of their 30 off nights alone together, to practice one-two sexual techniques a night. Then on the next-to-last night before they went back to college, they could…..consummate the lessons and combine all of them together.

Butters wasn't the best liar, so Wendy would make sure that she was around every time he was with Bebe during the day. Perhaps Bebe would be annoyed not to have private time with him, but if Butters adapted to spending time with her while going behind her back, Wendy could probably leave them alone before long.

The lessons would take place exclusively at Wendy's, since there was no way Butters could do this under his parents' roof. Their recent make out session would count as their first lesson, and the next one would take place two nights from now. They even outlined which acts they would practice together on each scheduled meeting, so Butters wouldn't be taken by surprise. But even though he had his lesson plan in advance, he decided not to look them up on the Internet beforehand. After all, Wendy should be his only teacher for this, and if she was going to do this for him, she would get all of the credit.

Two nights later, they began their second lesson, and first one with Wendy as Butters' official teacher of Bebe lessons.

Lesson Two didn't have anything hardcore, since they were still starting slowly. Given that Butters and Bebe couldn't do anything without kissing first, Wendy decided that Butters still needed work on that. So she finished off getting Butters acquainted with French kissing and all its forms, and then moved towards getting him used to getting kissed everywhere else on his face. After she kissed and rubbed each part of his face, she did the same with his neck and his ears, and eventually he did stop giggling. He even eventually learned to do the exact same moves on Wendy, since reciprocity was the key to sexual chemistry.

As such, Lesson Three involved them getting comfortable with each other while their shirts were off. Wendy kept her bra on, allowing Butters to take his time to stare at her covered breasts. Despite how she never liked being ogled by non-Stan men, and sometimes not even by Stan in public, Butters would have to get comfortable with being this close to breasts. Wendy actually wasn't as far off from Bebe's size as many thought, but her C-cups were better to practice staring at before Butters could get steel himself for Bebe's D-cups. He even got to feel her covered boobs at the end, after Wendy ran her hands through his chest and took note of which parts were ticklish.

Lesson Four was when things started to get serious, as Butters was now ready to touch her breasts without a bra covering them. Thanks to staring at him and touching them before, he could see Wendy's uncovered chest without drooling so much or passing out. She feared that it might happen anyway when he actually got to put his mouth on them, but despite some very heavy breathing, he maintained consciousness.

With Wendy's coaching, Butters figured out the best methods to suckle on her breasts, and how to nibble on them without biting them. For her part, she got him to relax when she kissed down his chest and played around with his upper body.

For Lesson Five, Butters actually came up with an idea. It wasn't on the course schedule, but Wendy figured he deserved some extra credit. He actually tried to massage her shoulders and back, perhaps as an excuse so he could bury his face in her hair and kiss the back of her neck. Wendy was most encouraged by this effort, and it did help her segue into her scheduled lesson. Now she was aroused enough to start using pillow talk, and get Butters used to hearing her encourage him with a sultry voice and occasionally dirty words. After all, they were starting to get close to the dirtier stuff now.

Lesson Six had the major obstacle of Butters getting completely naked in front of Wendy, and showing his penis to a bed partner for the first time. Normally, kids like Butters are thought of to be super small or super well endowed, but in this case it was just the right average size, if not just over an inch above it. In any case, Wendy knew Bebe would love it, although she would perform a test drive first by using this lesson for a hand job.

She knew that Butters would lose it quickly, as he likely would for all the first lessons involving his penis, so her goal was to get him to last longer and longer during each penis lesson. For the hand job one, he did manage to contain himself longer after the first time, so that was good progress. This allowed her to move onto an even bigger obstacle, in which Butters had to see bush in person for the first time since he was nine years old.

After the initial bad memories about "sick joker lips" subsided, Butters eventually felt brave enough to touch them this time. He wasn't ready to penetrate them yet, but trailing his fingers along them and along Wendy's crotch was a suitable and pleasurable start.

Yet for Lesson Seven, more than finger penetration would be needed, although Butters did spend the first part of the class doing that. After he did, he would be more comfortable with actually putting his mouth on it and learning how to perform oral sex. Wendy made sure there was enough water to drink, just in case it didn't agree with him, but he only needed to drink one and a half bottles by the end of the night. He drank the next bottle and a half to get his throat wet after Wendy took his breath away by performing oral herself.

Lesson Eight was the second night devoted to oral, given that it required more work to get just right. After they each did it to each other once, Wendy had them try a simultaneous lesson in the 69 position. When Butters was buried into herself, Wendy even started experimenting a bit with his balls, explaining that Bebe would likely get aggressive enough to try it.

They had tried almost everything there was before actual sex, but there were still five nights left to go. So Lesson Nine took a step back, as they worked on the more seductive and romantic setups. They pretended that they were coming home from a fancy date, as Butters hid a tux in his backpack and Wendy put on her best purple dress, makeup and lipstick.

Seeing Butters all dressed up inspired Wendy to put a special effort on showing off her figure, seductively cuddling and whispering to him, and removing their clothes slowly. As hot as Wendy could be at that stuff, she knew Bebe could have her beat by a wide margin with her goods and techniques, so at least Butters now wouldn't have a heart attack when she tried that stuff on.

For Lesson Ten, they went back to her boobs, as Butters would have his first crack at actually making love to her. They weren't ready for him to be inside of her, so practicing on her breasts would help ease him into it. Being inside her tits couldn't really compare with being inside of her body, but the sensation was thrilling enough for Butters that he got a good idea. After all the hand and oral work from past lessons, he didn't shoot off inside of her chest as quickly as he feared.

To give him a tighter area of practice in Lesson 11, Wendy wrapped her hand around him and had him thrust in and out. After two tries with that, she had him enter her mouth again. Unlike before, he was instructed to actually push in and out of her mouth, although it took him quite a while to be convinced that he wouldn't make her gag.

Nevertheless, he made extra sure to make it up to her when he was assigned to finger her pussy. At the end, Wendy made sure she wasn't worn out enough to forget a big practice move for next time. She had to make sure he remembered to put a condom on, and showed him that enough of them were now in her room for the next massive lesson.

Lesson 12 was the next to last of the class, and it was the one where Butters actually had to enter her. Since Lesson 13 was the big climax where all of these techniques went into one night of passion, they couldn't delay practicing the main event any longer.

Yet again, Wendy assured Butters that he wasn't required to last long the first time or two. He credited himself for lasting at least 90 seconds when she first rode him on his lap. But although this first penetration was technically the big milestone, and the one where Butters actually lost his virginity, the future times would be more key to his development.

By now, Butters had a better idea of how to best go into her and what the best angles to reach were. He tried it in the traditional missionary position the whole way through next time, but for the last one, they had time to try positions like Wendy being on top of him, Butters doing her with her back against the bedroom wall, and a few minutes of doggy style to cap it all off. He had nothing left after all that, so it was fortunate that they had two days of rest before the final.

But at long last, the next to last night before Bebe, Wendy and Butters returned to college came. The three would spend the last night together, so that meant that Wendy and Butters' finale had to be 24 hours earlier.

As per his routine, Butters went up the stairs to Wendy's bedroom, without as many of the nerves as his first time up. Despite being so intimate with her and her body in the last month, he couldn't help but have some nerves left about putting it all into practice tonight. This was his final test with someone other than Bebe before he could go for the real test on her.

Of course, even once Butters confessed his feelings to Bebe after they got back to college, he knew that even if she accepted, they probably wouldn't jump to sex right away. But now he knew all of the stuff he needed to do before it got that far, and could probably even go with the flow if she tried something not on Wendy's lesson plan.

Yet that lesson plan had done wonders in giving him something to go on in the future. He would be nervous when he got to kiss and touch Bebe no matter what, since Bebe was the girl he was still primarily in love with. But those nerves would certainly stop Bebe from suspecting that it…..wouldn't be his first time. And if she was surprised at his skill after he overcame his nerve, he could just tell her that he did some studying- and Bebe thought of Butters as enough of a nerd to believe him.

However, this final night wasn't just about Bebe. It was about Wendy, and how much Butters wanted to thank his friend by putting all of their lessons into one great final performance. He ultimately wanted to give Bebe a huge thrill by romancing her and getting close to her, so he should do no less with Wendy- especially now that he knew how.

He hoped he wouldn't relapse into sex addiction once they stopped doing this every few days, and after the waiting he'd still have to do with Bebe. But that was another reason why he had to make this even more special.

So he took a deep breath and knocked on the door, then heard a soft "Come in." Then when he did come in, he was glad he took a breath while he still could.

Wendy had turned the lights down halfway, but it was still bright enough for Butters to see her lying on her side, with a hand draped over her curved hip and the other holding up her head. Below her head was a revealing purple nightie that was almost as clinging as her purple dress was back in Lesson Nine. But giving her pose, outfit, the bright red lipstick, eye shadow and sexy smile, it looked like they were jumping into Lesson Nine early.

"All set for the final, sweetie?" Wendy cooed in the seductive voice she used back in Lesson Five. Somehow, Butters was stable enough to say "Sure…." clearly without his voice chocking up, a sure sign at how well the lessons had worked.

Wendy got onto her feet and put both her hands on her hips, then swung them as she strutted over to Butters. Then as only she could, she switched her gaze from sultry to sweet in order to settle Butters down and assure him he would be fine. With that, Butters got himself to breathe again and settle into the routine that he had gotten down cold by now.

As in Lesson One, Butters kissed her and eventually matched her in her lip and tongue movements. He put his arms around her waist to feel the silky fabric of her gown, before going to feel the silkier fabric of her hair once again. Wendy played with the buttons on his shirt as they inched closer to the bed, then sat down together as they wrapped up their French kissing.

As in Lesson Three, Butters moved his lips off of hers and started gliding them on her cheek, then moved down to her neck. Wendy moaned appreciatively and started lifting his shirt up, feeling his bare back. "You've learned to do that so well, hunnie…." she whispered sweetly.

"Thanks, um, dear," Butters said awkwardly. Wendy did assure him that he didn't have to be experienced in sweet/dirty talk, since it would sound pretty awkward coming from him. So he just stayed quiet as Wendy moved away a bit, so that she could finish taking off his shirt.

With that out of the way, she started to suckle on his neck in return, making certain to press her chest up against his. The combined feel of the outfit and her cleavage against him made Butters shudder, as he had his hands bring her spaghetti straps down her shoulders. She lifted her arms out of them so that Butters could start pulling her gown down a bit, but he stopped when it got right to her nipples. After savoring the sight of her breasts still covered enticingly, he tugged the dress down a little more to reveal them in full.

Wendy moved her lips up to his earlobe while Butters' left hand went onto the back of her head to guide her, as a finger on his right hand trailed down into her cleavage. "Mmm, trying to finger fuck my tits, are you?" Wendy whispered, which had an even bigger effect since it was right into Butters' ear.

"Oh geez, it, well, sure looks like it…." Butters said in hopes it was more funny than nervous.

"That's good…..but your hands aren't the only thing I want to see touching them. Or devouring them…." she hissed, which gave Butters enough motivation to bend his head down to join his fingers on her breasts.

Being this kind of dirty talking sex pot would seem out of character to those who knew Wendy's public persona, or the public one that people other than her friends knew. She did feel a bit hypocritical about acting like this in bed while she often ranted about easy women and how they gave females a bad name. But she always felt that being naughty had its place, and it should only be saved for special occasions and special people, not advertised to perverts who hadn't earned those gifts.

That's why she could feel free to show Stan a sexier side in private, and why she wanted to let Butters get used to that side as well. But she could let herself enjoy Butters' newfound naughty side as well, as he pushed up her boobs with his hands and took turns kissing and rubbing against each one. At that, Wendy decided to do some rubbing of her own as her left hand was heading down to his pants.

Once Butters noticed and broke away from her tits, he decided to lay back and let Wendy take control for a while. As he laid on his back on the bed, Wendy got up as well and stared right at his groin as her hands worked on his pants. She unzipped them and got them down onto the ground below, then finished getting her nightie off as well before he turned her attention to his briefs.

Clad in only her underwear now as well, she started to spin her body around as she lowered his briefs down. By the time she was done, her still panty-clad backside was lying next to Butters' face as her own face was staring right at his erection. But she then closed her eyes as she wrapped her lips around the head.

"Oh geez, those lips…." Butters growled out as her full red lips started going down on his full member. He stabilized himself by taking notice of the full, shapely hips and backside that were writhing besides him. He slowly put a hand out to feel the panties that covered her hips and ass, then started to feel the parts of them that her panties didn't cover.

Finally he made sure that they didn't cover any part of her ass or genitals, so that he could feel them up easier. He tentatively put a finger over her vaginal lips, though he had to get used to the wetness from them as always. But he soon started rubbing them in tandem with Wendy as she rubbed her lips down his base and her own finger against his balls.

Eventually Wendy lifted her ass and hovered it over Butters to get in the official 69 position. He put his hands on her hips and started going to work with his mouth just as much as she was. Now that he didn't feel like washing his mouth out so much from licking fluids that came out of a woman's no-no place, he could play around with it a little easier. The taste was still hard to get used to, yet he could save brushing his teeth until they were done.

If Wendy was similarly uneasy at the taste of his wiener, she wasn't letting it affect her as she kept bobbing down it. The bobbing and sucking went on for a few more minutes until Wendy finally got off of his erection with a pop.

"No need to cum too soon. I want us to save our last really big one at the end," Wendy explained as she rolled off of Butters. She then went to her desk drawer to get the condoms back out, and sat back down next to his legs as she unwrapped the prophylactic.

"Did….did I actually say thank you for all this?" Butters asked. "I can't remember and this is my last chance to remember before….well, the end."

"Don't worry, I remember a few times when you said it," Wendy quipped as she started lowering the condom on.

"Good, cause I can't really say it enough, although I gotta make sure I don't do it in public. I know I didn't make it easy on you," Butters finished as he sat up and laid his back against the bedroom wall.

"Butters, there's nothing you could do that I wouldn't do anything to make easier. Whether it's yelling at a bully, having practice kissing and sex, or listening when you rave about your first dates with Bebe, I'm right here," Wendy reassured as she made her way onto his lap. "That's what friends who love you are for, right?"

"Yeah, I guess they are. That makes friends who love them back feel pretty special, I guess," Butters conceded.

"If that friend says so," Wendy replied, before leaning in to kiss that friend just as she sunk his covered dick inside of her. But there was still more intimacy in the kiss, nevertheless.

"Mmm…." Wendy purred as they broke the kiss and as she started riding him. "I can't wait to hear Bebe rave about what you've learned someday."

"You sure…..I won't be too fast a learner to get away with it?" Butters gasped out as he slowly started trying to thrust back.

"Trust me, oh, once you tell Bebe you studied websites and porno just to please her, ah, she'll think it's the sweetest and hottest reason to watch porno ever!" Wendy groaned. "But once you start fondling her tits like I showed you, she won't think straight for a while."

"Oh boy, neither will I, ah! I mean, if yours are so great, oh oh, her slightly bigger ones have gotta be unbelievable, aw! Not that I didn't know that already, ooh, and not that that's all I wanna touch, oh God!"

"I'm sure every part you touch will get the same special treatment, oh yeah! Just as long as she gives you the same, God, thing!"

"Not after I do it first, hamburgers!"

"Yeah, you're just that considerate…..and kinda naughty too, ah! I knew you had that in you all along, fuck!"

"I guess it's easier with the right girl to bring it out, oh loo loo loo! The right tight, brilliant and hot ones really do the, aw sam heck, trick!"

"I could say the same for you, oh yes! She knows you're cute and handsome now, but she has no idea how hot you- fucking hell- are yet! But she will, oh yeah she will!"

"Hopefully…..after we have double dates with you and- heck me!- someone who's special enough to see how hot you are! And sweet and smart and soft and sexy and steamy and sensual and supple and sultry and seductive and- shit!- soaking too!"

"Oh yes! Yeah, I've been soaking all month thanks to you, cause I've taught you that well! Now make the master the student and fuck me like you're gonna fuck Bebe! Make me cum like she's gonna cum!"

"You make me, well, shoot off too and you got a deal, sweet jeez!"

"Uh huh, I will, one last time! Fuck me good like I taught you one last time!"

"Anything you say, teacher! With teacher's titties bouncing in my face and teacher's bottom bouncing on my weiner, I should, should…..HAMBURGERS!"

Once Butters shot off, Wendy didn't quite go off herself, but she had to ride him intensely to come before he got too soft and exhausted. But eventually, they each got their release and struggled to catch their breath simultaneously, even if they didn't climax simultaneously.

Wendy reminded herself how fortunate she was that her parents were out for the night, before she focused on just lying next to her friend and savoring how their experiments were a success. After all the increasingly fast and steamy action of the last month, being able to relax after it all without it being awkward, friendship-ruining or guilt-ridden was one of the best parts. Doing it with a friend was a big help to achieve that, much as it was to pull this off in general.

As such, when they spent the night out with Bebe 24 hours later, they were able to avoid any lingering uneasiness and awkwardness, even around Bebe. In any case, it was overshadowed by how they all wouldn't see each other for a few months more- but balanced out by how they had the whole summer after that. By then, Bebe and Butters were sure to at least be together, even if Butters couldn't put all of Wendy's teaching into practice yet.

But over a year and a half after that last goodbye for the freshman spring semester, Butters had done all that and more. And as Wendy reflected on that on the drive back home from the cafe, she reflected on how it surpassed her expectations as well. Sharing those ordeals with Butters reminded her, in some strange way, how no important connections could be taken for granted and tossed aside. All it took was an effort and a desire to go above and beyond for them, no matter what the risk. She took that risk with Butters to help both him and Bebe- and it made her realize how she could do the same for Stan if she really wanted to, instead of being scared of a long distance relationship.

Once Wendy got home, she sat on the couch, smiled, and waited for Stan to come over so she could share the big news- and appreciate how much better sharing it was with someone she did take that risk with. It might not have the same big results as Bebe and Butters yet, but for the first time, it felt like a future inevitability instead of just a girlish fantasy. And a lot of the time, reality could be better than fantasy after all.

Even Butters' fantasies had been surpassed and then some, which he appreciated again as he drove himself into Bebe that night. It was their second love making session since they got engaged, and it was even better than the first- although topping themselves was fairly common for them by now.

Butters did his part by filling his mouth with the underside of Bebe's left breast, just as Wendy taught him in Lesson Four. There was more to work with in this case, yet Butters learned to work around it faster than he would have if he didn't practice on Wendy's slightly smaller mounds.

The mere fact that he did do it with two of the most perfect breasts, and two of the most perfect girls, was more than he could have ever dreamed of almost two years ago. But when one of those perfect girls was his former sex teacher and current best friend, and the other was going to be his wife after college graduation next year, it worked out pretty well.

There was the odd moment when Butters wondered if Bebe and Stan would ever be open enough to let Wendy "join in" for a night- maybe as a wedding present. Yet Wendy had her place in life all set up with Stan and Harvard- and after she helped Butters find his, he had no right to be greedy.

And with this woman and that body writhing under her, being greedy just seemed especially silly- which he imagined Stan thought most every night as well.


End file.
